SEC Company Response from SCM Trust (CIK 0000836267) — Apr 29, 2020
SCM Trust (CIK 0000836267)
Date: April 29, 2020 · CIK: 0000836267 · Accession: 0001398344-20-008786
AI Filing Summary & Sentiment
File numbers found in text: 333-176060, 811-05617
Letter
Division of Investment Management Division of Investment Management, Disclosure Review Office 3 World Financial Center New York, NY 10281 Re: Comment/Response Letter for Proposed Reorganizations of various series of ICON Funds into SCM Trust (File Nos. 333-176060 and 811-05617) (the “Registrant”).
Dear Mses. Lithotomos and Hamilton:
On behalf of the Registrant this letter provides responses to the most recent comments Ms. Hamilton provided to the two prospectus/proxy registration statements of the Registrant on Form N-14 filed with the SEC on April 27, 2020 (Accession Nos. 0001398344-20-008462 and 0001398344-20-008456), and to the Rule 485(a) filing of the Registrant on Form N-1A filed with the SEC on April 27, 2020 (Accession No. 0001398344-20-008467).
1. Comment: Please add an independent auditor’s consent in an amendment to the Rule 485(a) filing, marked to show any changes.
Response: The auditor’s consent has been included in an amendment to the filing, which is marked to show any changes.
2. Comment: In the Combined N-14, please review and update as necessary the Capitalization Table for the Institutional Class Shares of the ICON Equity Income Fund in a Rule 497 filing.
Response: The following updated capitalization table will be included in a Rule 497 filing:
ICON Equity Income Fund - Class S Shares ICON Risk-Managed Balanced Fund - Class S Shares Pro Forma Adjustments ICON Equity Income Fund - Institutional Shares
Net Assets $ 34,529,279 $ 6,122,326 $ - $ 40,651,605
Shares Outstanding 2,567,233 475,705 (20,514 ) 3,022,424
Net Asset Value Per Share $ 13.45 $ 12.87
$ 13.45
3. Comment: In the Combined N-14, on page 44 correct the expected portfolio turnover reference to the applicable Fund for the C.2 Reorganization in a Rule 497 filing.
Response: The reference will be changed to the ICON Equity Income Fund in a Rule 497 filing.
4. Comment: Please review the Fee Tables in the Combined N-14 in light of the updated Capitalization Tables dated 3/31/2020 and make any required adjustments in a Rule 497 filing.
Response: The Registrant confirms there will be adjustments to the Fee Tables, and such adjustments will be made in a Rule 497 filing.
Should you have any questions concerning the above, please call the undersigned at (303) 228-8983.
Very truly yours,
/s/ Gregory T. Pusch
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CORRESP
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filename1.htm
1875
Lawrence Street, Suite 300
Denver, Colorado 80202-1805
Main
(800) 955-9988
Fax
(303) 534-5627
April 29, 2020
Via E-MAIL AND EDGAR
Valerie Lithotomos
U.S. Securities and Exchange
Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Lauren Hamilton
U.S. Securities and Exchange
Commission
Division of Investment Management,
Disclosure Review Office
3 World Financial Center
New York, NY 10281
Re: Comment/Response Letter for Proposed Reorganizations of various series of ICON Funds into SCM
Trust (File Nos. 333-176060 and 811-05617) (the “Registrant”).
Dear Mses. Lithotomos and Hamilton:
On behalf of the Registrant
this letter provides responses to the most recent comments Ms. Hamilton provided to the two prospectus/proxy registration statements
of the Registrant on Form N-14 filed with the SEC on April 27, 2020 (Accession Nos. 0001398344-20-008462 and 0001398344-20-008456),
and to the Rule 485(a) filing of the Registrant on Form N-1A filed with the SEC on April 27, 2020 (Accession No. 0001398344-20-008467).
1. Comment: Please add an independent auditor’s consent in an amendment to the Rule 485(a)
filing, marked to show any changes.
Response:
The auditor’s consent has been included in an amendment to the filing, which is marked to show any changes.
2. Comment: In the Combined N-14, please review and update as necessary the Capitalization
Table for the Institutional Class Shares of the ICON Equity Income Fund in a Rule 497 filing.
Response:
The following updated capitalization table will be included in a Rule 497 filing:
ICON Equity Income Fund - Class S Shares
ICON Risk-Managed Balanced Fund - Class S Shares
Pro Forma Adjustments
ICON Equity Income Fund - Institutional Shares
Net Assets
$ 34,529,279
$ 6,122,326
$ -
$ 40,651,605
Shares Outstanding
2,567,233
475,705
(20,514 )
3,022,424
Net Asset Value Per Share
$ 13.45
$ 12.87
$ 13.45
3. Comment: In the Combined N-14, on page 44 correct the expected portfolio turnover reference
to the applicable Fund for the C.2 Reorganization in a Rule 497 filing.
Response:
The reference will be changed to the ICON Equity Income Fund in a Rule 497 filing.
4. Comment: Please review the Fee Tables in the Combined N-14 in light of the updated Capitalization
Tables dated 3/31/2020 and make any required adjustments in a Rule 497 filing.
Response:
The Registrant confirms there will be adjustments to the Fee Tables, and such adjustments will be made in a Rule 497 filing.
Should you have any questions
concerning the above, please call the undersigned at (303) 228-8983.
Very truly yours,
/s/ Gregory T. Pusch
Gregory T. Pusch
General Counsel (Shelton Capital
Management)
& CCO (SCM Trust and Shelton
Capital Management)
Cc: Peter H. Schwartz, Esq. (Counsel to the Registrant)
Davis Graham & Stubbs
LLP
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